Offer to Sign Document

OFFER TO SIGN DOCUMENT

This Offer to Sign Document (the "Agreement") is made and entered into as of Effective Date: by and between the parties identified below.

RECITALS

WHEREAS, the Requesting Party desires that the Authorized Signatory execute or otherwise deliver certain instruments, agreements or documents described as: (the "Target Document(s)"); and

WHEREAS, the Authorized Signatory is willing to undertake the act of signing the Target Document(s) on the terms and conditions set forth in this Agreement and subject to the Requesting Party's representations, warranties and payment of consideration;

WHEREAS, the parties intend that this Agreement memorialize the scope, limitations, and payment for the Authorized Signatory's agreement to sign the Target Document(s).

SCOPE OF WORK

The Authorized Signatory shall, at the Requesting Party's written direction and subject to the conditions set forth herein, execute, deliver and return the Target Document(s) in the form presented, provided that the Authorized Signatory shall not be required to make representations, warranties, or incur obligations beyond the act of signing. The Authorized Signatory shall not be responsible for the substantive accuracy or legal sufficiency of the Target Document(s) unless expressly agreed in writing.

PAYMENT TERMS

In consideration for executing the Target Document(s), the Requesting Party shall pay the Authorized Signatory the amounts and on the schedule set forth below.

Payments are due on the dates specified above. Late payments shall accrue interest as set forth in the Late Fee / Interest field and the Authorized Signatory may withhold execution of any additional documents until all undisputed amounts are paid in full.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate immediately upon written notice for material breach by the other party if such breach is not cured within 10 days of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that (a) was already in the public domain at the time of disclosure, (b) becomes publicly available through no fault of the receiving party, (c) is rightfully received from a third party without a duty of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be held for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the extent consistent with the parties' original intent.

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